SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Carroll Kenneth

(Last)

(First)

(Middle)

94 LONG POND ROAD

(Street)

HEWITT

07421

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Diligent Board Member Services, Inc. [ DIL.NZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	01/23/2013		S		100,000	D	$4.6167⁽¹⁾	3,016,122	I	By Carroll Capital Holdings LLC⁽²⁾
Common stock								1,000,000	I	By the Elizabeth Carroll 2012 Descendants Trust⁽³⁾
Common stock								600,000	I	By the Kenneth Carroll 2012 Family Trust⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Carroll Kenneth

(Last)

(First)

(Middle)

94 LONG POND ROAD

(Street)

HEWITT

07421

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Carroll Capital Holdings LLC

(Last)

(First)

(Middle)

94 LONG POND ROAD

(Street)

HEWITT

07421

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Based on an exchange rate of .NZD to USD of $0.8394.

2. The shares are held by Carroll Capital Holdings, LLC. Mr. Carroll has sole voting and dispositive power of the shares owned by Carroll Capital Holdings and as such may be deemed to indirectly beneficially own the shares owned by Carroll Capital Holdings, LLC.

3. As the trustee of the Elizabeth Carroll 2012 Descendants Trust, Mr. Carroll may be deemed to indirectly beneficially own 1,000,000 shares held by the Elizabeth Carroll 2012 Descendants Trust. This filing shall not be deemed an admission that Mr. Carroll is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and Mr. Carroll disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein.

4. As the spouse of Elizabeth Carroll who is the trustee of the Kenneth Carroll 2012 Family Trust, Mr. Carroll may be deemed to indirectly beneficially own the 600,000 shares held by the Kenneth Carroll 2012 Family Trust. This filing shall not be deemed an admission that Mr. Carroll is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose and Mr. Carroll disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein.

	/s/ Kenneth Carroll	01/24/2013
	/s/ Kenneth Carroll (Manager)	01/24/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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